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22-2286ORDiNANCE NO. 22-2286 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE ANINTERLOCAL COOPERATIVE PURCHASING AGREEMENT WITH THE CITY OFALLEN, UNDER THE TEXAS GOVERNMENT CODE, SECTION 791.001, TOAUTHORIZE THE CITY OF ALLEN AND CITY OF DENTON TO UTILIZE EACHENTITIES’ SOLICITED CONTRACTS FOR THE PURCHASING OF VARIOUS GOODSAND SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; ANDDECLARING AN EFFECTIVE DATE (FILE 7977 – AWARD AN [NTERLOCALCOOPERATIVE PURCHASING AGREEMENT WITH THE CITY OF ALLEN). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is hereby authorized to execute the Interlocal Cooperative Purchasing Agreement with the City of Allen under Section 791.001 of the Texas Government Code, a copy of which is attached hereto and incorporated by referenceherein (the “Agreement”). SECTION 2. The City Manager, or their designee, is authorized to expend fundspursuant to the Agreement for the purchase of various goods and services. SECTION 3. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. second=hb y""i%LTPe?;;, Ii; ''di-’"': F= ==:„Y„ wE’iI:n h',Fp„,,dfollowing vote LL - a : and by the Aye \/ W W K P/- F 1// Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 :Brian Beck. District 2:Jesse Davis. District 3 : Alison Maguire, District 4:Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED this the \ Sh day of fJaVern b–, 2022. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY \\\\1111111 . d;#2/% , MAD APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella LunnDN: cn=Marcella Lunn, o, ou=City By. \N,uMl,\ \jEnit ::,:i:*,::I„H„I„„.„„M.m.1 p 1• - n rnm, r=IISDate: 2022.10.27 21 :47:22 -05'00’ DocuSign Envelope ID: B24FAB07-125949A6-8FID-A84D6412ACF7 DENTON Docusign City Council Transmittal Coversheet FILE 1 7977 Inter1 oca1 wi thFile Name Purchasing Contact GabbY Leeper C1 ty City Council Target Date NOVEMBER 15’ 2022 Piggy Back Option Contract Expiration App1 i cab1 eNOt Ordinance of A11en CONTINUOUS 22-2286 DocuSign Envelope ID: B24FAB07-125949A6-8FID-A&+D6412ACF7 STATE OF TEXAS g § gCOUNTIES OF DENTONAND COLLIN INTERLOCAL COOPERATION AGREEMENT This Interlocal Cooperation Agreement (“Agreement”) is by and between the City of Allen, Texas (“Allen”), and the City of Denton, Texas, Texas (“Denton”), acting by and through their authorized officers. RECITALS : WHEREAS, this Agreement is authorized by Chapter 791 of the Texas Government Code and Subchapter F, Chapter 271, Texas Local Government Code; and WHEREAS, Section 271.102 of the TEX. Loc. Gov’T CODE authorizes a local government to participate in a Cooperative Purchasing Program with another local government or a local cooperative organization; and WHEREAS, a local government that purchases goods and services pursuant to a Cooperative Purchasing Program with another local government satisfies the requirementof the local government to seek competitive bids for the purchase of the goods and materials; and WHEREAS, each party has and will on an annual basis obtain competitive bids for the purchase of goods and services; and WHEREAS, the parties desire to enter into a cooperative purchasing programwhich will allow each party to purchase under goods and services under each other’s competitively bid contracts pursuant to Subchapter F, Chapter 271 of the TEX. Loc. GOV’T CODE; NOW THEREFORE, in consideration of the mutual covenants and promisescontained herein, the parties agree as follows: ARTICLE 1PURPOSE The purpose of this Agreement is to establish a cooperative purchasing program between the parties, which will allow each party to purchase goods and services under each other’s competitively bid contracts pursuant to Subchapter F, Chapter 271 of theTEX. LOC. GOV’T CODE. Allen Denton !LA Cooperative Purchasing DocuSign Envelope ID: B24FAB07-125949A6-8FID-A84D6412ACF7 ARTICLE 11TERM The term of this Agreement shall be for a period of one (1) year commencing on the last date of execution hereof (“Effective Date“). Thereafter this Agreement shall automatically renew for successive periods of one (1) year each under the terms and conditions stated herein, unless sooner terminated as provided herein. ARTICLE 111TERMINATION Either party may terminate this Agreement by providing thirty (30) days prior written notice to the other party. ARTICLE IVPURCHASING 4.1 The City Manager or designee for each party is authorized to act on behalf of the respective party in all matters relating to this cooperative purchasing program. Each party shall make payments directly to the vendor under the contract made pursuant to Subchapter F, Chapter 271 of the TEX. Loc. Gov’T CODE. Each party shall be responsiblefor the respective vendor’s compliance with provisions relating to the quality of items and terms of delivery. 4.2 The parties shall notify all participating entities of available contracts to include terms of contract, commodity cost, contact names and addresses, and shall keepparticipating parties informed of all changes to the list of contracts available for cooperative purchasing. 4.3 Each party shall ensure that all applicable laws and ordinances have been satisfied with respect to any action taken by such party pursuant to this Agreement. 4.4 Nothing in this Agreement shall prevent any participating party from accepting and awarding bids for commodities subject to this Agreement individually and on its ownbehalf 4.5 All products and services shall be procured in accordance with all appropriate procedures governing competitive bids and competitive proposals, as required by thelaws of the State of Texas. 4.6 The parties will be able to purchase from those contracts established by the other party where notice has been given in the bid specifications and the successful bidder has accepted terms for cooperative purchasing agreements for local governments. Allen Denton ILA Cooperative Purchasing DocuSign Envelope ID: B24FAB07-125949A6-8FID-A84D6412ACF7 4.7 The parties hereto aoree that the ordering of products and services through this Agreement shall be their individual responsibility and that the successful bidder or bidders shall bill each party directly or, if deemed advantageous by the parties, to both partres. 4.8 The parties agree to pay successful bidders directly for all products or services received nom current revenues available for such purchase. Each party shall be liable to the successfUI bidder only for products and services ordered by and received by such party and shall not, by the execution of this Agreement, assume any additional liability. 4.9 The parties do not warrant and are not responsible for the quality or delivery of products or services from the successful bidder. The participating parties shall receive all warranties provided by the successful bidder for the products or services purchased. 4.10 if any dispute arises between individual parties and a successful bidder, such dispute shall be handled by and between the participating party’s governmental body andthe bidder. ARTICLE V.LIABILITY AND IMMUNITY PROVISIONS 5. 1 it is understood and agreed between the parties that each party hereto shall be responsible for its own and its employees’ acts of negligence in connection with this Agreement. Neither party shall be responsible for any negligent act or omission of the other party or its employees in connection with this Agreement. It is specifically agreed that, as between the parties, each party to this Agreement shall be individually and respectively responsible for responding to, dealing with, insuring against, defending, andotherwise handling and managing liability and potential liability of itself and its employees pursuant to this Agreement. 5.2 Notwithstanding the foregoing, each party hereto reserves and expressly does not waive any immunity or defense available at law or in equity, including governmental immunity, for any claim or cause of action whatsoever that may arise or result from the services provided and/or any circumstances arising under this Agreement. These provisions are solely for the benefit of the parties hereto and are not for the benefit of any person or entity not a party hereto; this Agreement shall not be interpreted nor construed to give any claim or cause of action to any third party. Neither party shall beheld legally liable for any claim or cause of action arising pursuant to or out of the services provided under this Agreement, except as specifically provided by law. Where injury or property damages results from the joint or concurrent negligence of both parties, liability, if any, shall be shared by each party based on comparative responsibility in accordance with the applicable laws of the State of Texas, subject to all defenses available to them, including governmental immunity. Allen Denton ILA Cooperative Purchasing DocuSign Envelope ID: B24FAB07-1259dt9A6-8FID-A84D6412ACF7 5.3 TIris Agreement is expressly made subject to the parties’ governmental immunity under the Texas Civil Practice and Remedies Code and all applicable federal, state, and local laws, rules, regulations, ordinances, and policies. Nothing in this Agreement shall be deemed to waive, modify, or amend any legal defense available at law or in equity to either party or to create any legal rights or claim on behalf of any third party. Neither party waive, modify, or alter, to any extent whatsoever, the availability of the defense of govemmental immunity under the laws of the State of Texas. ARTICLE VIMISCELLANEOUS 6.1 Relationship of Parties: This Agreement is not intended to create, nor should it be construed as creating, a partnership, association, joint venture, or trust. 6.2 Notice: Any notice required or permitted to be delivered hereunder shall be deemed received when sent in the United States Mail, Postage Prepaid, Certified Mail, Return Receipt Requested, or by hand-delivery or facsimile transmission addressed to the respective party at the address set forth below the signature of the party. 6.3 Amendment: This Agreement may be amended by the mutual written agreement of both parties hereto. 6.4 Severability: in the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in anyrespect, such invalidity, illegality, or unenforceability shall not affect the otherprovisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 6.5 Governing Law: The validity of this Agreement and any of its terms and provisions as well as the rights and duties of the parties, shall be governed by the laws of the State of Texas; and venue for any action concerning this Agreement shall be in the State District Court of Dallas County, Texas. 6.6 Entire Agreement: This Agreement represents the entire agreement among the parties with respect to the subject matter covered by this Agreement. There is no other collateral, oral or written agreement between the parties that in any manner relates to the subject matter of this Agreement. 6.7 Recitals: The recitals to this Agreement are incorporated herein. 6.8 Counterparts: Tbis Agreement may be executed in any number of counterparts, each of whom shall be deemed an original and constitute one and the same instrument. Allen Denton ILA Cooperative Purchasing DocuSign Envelope ID: B24FAB07-1259-+9A6-8FID-A84D6412ACF7 6.9 Authority. Each party has the full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respectIve party. 6.10 Successors. This Agreement shall be binding upon the parties hereto, their successors, heirs, personal representatives, and assigns. Neither party will assign or transfer an interest in this Agreement without the prior written consent of the other party. 6. It Third Parties. By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in, or claims by, third parties who are not signatories to this Agreement. 6.12 Venue and Choice of Law. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any cause of action concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. 6.13 Wavier. Failure of any party, at any time, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision nor in any way affect the validity of this Agreement or the right of either party thereafter to enforce each provision hereof No term of this Agreement shall be deemed waived, or any breach excused unless the waiver shall be in writing and signed by the party claimed to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver or excuse of any other different or subsequent breach. 6.14 Electronic Documents. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement, or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Allen Denton ILA Cooperative Purchasing DocuSign Envelope ID: B24FAB07-125949A6-8FID-A84D6412ACF7 EXECUTED this J day of Delth, , 2022. CITY OF ALLEN, TEXAS /l&ZERIC ELL':ITYMANAGER City of Allen 305 Century Parkway Allen, TX 75013 ATTEST: EXECUTED thIS 15TH day Of NOVEMBER _, 2022. CITY OF DENTON, TEXAS DocuSigned by: By, @ ;M&EY. CITY MANAGER City of Denton 215 E McKinney StDenton, TX 76201 ATTEST: DocuSigned by: By:C APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATtORNEY DocuSigned by: BY: LIU.}r B4AA438 Allen Denton ILA Cooperative Purchasing [kx:uSign Certificate Of Completion Envelope Id: B24FAB07125949A68FI DA&+D6412ACF7 Subject: Please DocuSign: City Council Contract 7977 Interlocal with City of AIIen Source Envelope: Status: Completed Document Pages: 7 Certificate Pages: 6 AutoNav: Enabled Signatures: 3 Initials: 1 Envelope Originator: Gabby Leeper 901B Texas Street Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 10/18/2022 3:51 :17 PM Holder Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 10/18/2022 3:57:17 PM Viewed: 10/1 8/2022 3:58:52 PM Signed: 10/18/2022 3:59:14 PM Completed Using IP Address: 198.49.140.104 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 10/1 8/2022 3:59:18 PM Viewed: 10/1 8/2022 4:19:57 PM Signed: 10/1 8/2022 4:52:54 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) Sent: 10/1 8/2022 4:52:57 PM Viewed: 10/26/2022 10:47:31 AM Signed: 10/26/2022 10:48:28 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 10/26/2022 10:48:34 AM Viewed: 11/1 6/2022 9:31 :32 AM Signed: 11/16/2022 9:31 :51 AMUsing IP Address: 198.49.140.10 Signer Events Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 11/1 6/2022 9:31 :54 AM Viewed: 11/1 6/2022 9:32:20 AM Signed: 11/16/2022 9:32:50 AM 'Docu81oned brI SMA }/044 523608208270423 Signature Adoption: Pre-selected Style Using IP Address: 107.77.198.132 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) Sent: 11/1 6/2022 9:32:55 AM Viewed: 11/1 6/2022 4:33:10 PM Signed: 11/1 6/2022 4:33:27 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 11/16/2022 4:33:10 PMID: aff7e93c-66f2+ff9-9eaa-cd172afObbd2 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 10/1 8/2022 3:59:17 PM Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 10/26/2022 10:48:32 AM Viewed: 10/26/2022 10:50:14 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/16/2022 4:33:30 PM Viewed: 11/17/2022 9:44:58 AM Carbon Copy Events Eva Badali ebadali@cityofallen.org Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 11/1 6/2022 4:33:32 PM Witness Events Signature Signature Timestamp Notary Events Timestamp Envelope Summary Events Status Timestamps 10/18/2022 3:57:17 PM 11/16/2022 4:33:10 PM 11/16/2022 4:33:27 PM 11/16/2022 4:33:32 PM Envelope Sent Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Rosa Rios ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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